Preference meaning

This Flowchart sets out the conditions that must be satisfied for the court to declare that a transaction constitutes a preference and grant relief. This diagram outlines the criteria that need to be met for the court to find a transaction is a preference and award appropriate relief...

Flowchart Through this Flowchart, the requisite criteria are outlined for the court to find a transaction amounts to a preference and to order relief accordingly...

Tax consequences of different buyback structures The table below offers a concise overview of the tax outcomes arising from the various forms of share buyback that a UK company may undertake. Throughout, it is assumed that the relevant shareholder is UK resident and that the repurchased shares are held as an investment. For fuller guidance on the tax treatment of share buybacks, see the following Practice Notes: Tax consequences of share buybacks—main rules Tax consequences of share buybacks—calculating the income capital split Tax consequences of share buybacks—unquoted trading companies For a comparative table setting out other ways a company can return value to shareholders, together with the principal UK tax issues for each route, see: Key UK tax considerations for returning value to shareholders—comparative table. Note that tailored provisions apply where the company repurchasing its shares is a qualifying asset holding company. For more on this, refer to Practice Note: Qualifying asset holding companies (QAHCs)—tax treatment...

This Flowchart This Flowchart helps determine the appropriate rate of stamp duty land tax (SDLT) for the transaction in question. Different SDLT rates may apply to purchases depending on the property type (residential, non-residential (commercial property), or mixed-use property). Use this Flowchart in conjunction with Practice Note: Rates of SDLT. This Flowchart proceeds on the basis that: the buyer is acquiring a single property and the purchase is not linked with any other transaction. For further detail on linked transactions, see Practice Note: SDLT chargeable consideration—Linked transactions no relief from SDLT applies to the transaction...

This Flowchart This Flowchart outlines the different phases and key actions the involved parties should undertake prior to formally issuing proceedings, in accordance with the Pre-Action Protocol for the Resolution of Clinical Disputes. It ought to be considered alongside both Practice Notes: Clinical negligence new starter guide—Pre-action and The Pre-Action Protocol for the Resolution of Clinical Disputes—6 April 2015 onwards, which describe the pertinent stages in greater detail. The protocol itself is available here: The Pre-Action Protocol for the Resolution of Clinical Disputes...

Manolete Partners Plc v Howarth [2025] EWHC 2294 (Ch) What are the practical implications of this case? This judgment marks a significant victory for company directors and a sharp reminder to office‑holders and those pursuing claims on their behalf: contemporaneous records are paramount. The court condemned the failure to retain and produce meeting notes, emails and working papers, noting that gaps in the paper trail can justify adverse inferences. Insolvency practitioners should, therefore, keep meticulous files of the advice provided and the decisions taken. The court also affirmed that directors are entitled to place reliance on insolvency specialists’ guidance. Where a director behaves openly and follows the directions of a CVA supervisor, later accusations of preference or undervalue are harder to sustain. The evidential onus accordingly returns to the applicant, who must prove misconduct with cogent evidence. Further, the ruling indicates that salary‑for‑loan‑swap arrangements can be valid and commercially rational where structured to minimise PAYE/NIC and where they substitute, rather than add to, salary. Finally, the decision sounds a...

Al-Shiddi International d.o.o. v BN Step d.o.o. , Case No 65 0 Ps 1012588 25 Rev What are the practical implications of this case? This decision offers valuable guidance to legal practitioners, particularly within arbitration practice. The central message is a clear judicial preference to read ambiguous arbitration provisions in a manner that preserves their effectiveness. Reflecting the stance of the FBiH Supreme Court, even a loosely formulated arbitration pact should be preserved where the parties’ intention points to arbitration as the chosen forum, and courts ought to prioritise enforceability by giving effect to that intent, especially where the contract reveals a distinct preference for arbitral resolution. In this dispute, the court upheld the clause’s validity and confirmed the jurisdiction of the arbitral process, including the Arbitration Court at the Foreign Trade Chamber of BiH, despite an imprecise reference to arbitration and no explicit mention of that institution. Adopting a liberal construction, and guided by the principle of in favorem validitatis (in favour of validity), the court ensured the...

Ghaoui v Waltham Forest London Borough Council [2024] EWCA Civ 405 What are the practical implications of this case? This decision offers down-to-earth direction for homelessness officers on handling human rights considerations when judging suitability, confirming that, even where human rights are engaged, the task remains essentially practical rather than a purely legal one. Officers should focus on pinpointing and balancing the pertinent factors as mandated by the Homelessness (Suitability of Accommodation) (England) Order 2012, SI 2012/2601, and take their cue from the statutory Homelessness Code of Guidance. Paragraph 1.28 of the Code imposes an obligation to consider human rights implications in the exercise of the authority’s powers. The exercise is not meant to be a piece of legal theorising, and the presence of EHCR principles does not require an officer to undertake a ‘structured human rights analysis’ for each particular offer. Rather, deciding suitability requires the officer to identify every relevant consideration and attribute to them the weight that, in their professional judgement, appears appropriate...

The Swiss Rules of International Arbitration, updated on 1 June 2021 (the Swiss Rules), apply—unless the parties agree otherwise—to any arbitration begun on or after 1 June 2021 under an arbitration agreement referring either to the Swiss Rules or to the prior rules of chambers or organisations that joined the Swiss Rules or brought their proceedings within them. This Practice Note examines the appointment of the arbitral tribunal under the Swiss Rules. The provisions regulating constitution of the tribunal are, for the most part, consistent with those in most other widely used arbitration rules, though there are a handful of particularities. For guidance on the 2012 Swiss Rules, see: Swiss Rules arbitration—overview. This note highlights similarities and specific features when constituting tribunals, within the context of these Swiss Rules and notes areas of difference. Number of arbitrators Under the Swiss Rules, the parties may decide the size of the arbitral tribunal, either within their arbitration clause or subsequently. While that choice rests with the parties, the Arbitration Court...

This Practice Note offers practical guidance on sanitary and phytosanitary (SPS) measures within the Australia and United Kingdom Free Trade Agreement (Aus-UK FTA). Introduction The Aus-UK FTA spans trade in goods and services, along with a range of matters linked to those areas. In respect of trade in goods, it covers: rules of origin. For guidance on rules of origin under the Aus-UK FTA, see Practice Note: Rules of origin of the Aus-UK FTA. For guidance on claiming origin under the Aus-UK FTA, see Practice Note: How to claim preference under the Aus-UK FTA customs procedure and trade facilitation technical barriers to trade, and trade remedies Chapter 6 of the Aus-UK FTA addresses SPS measures. Chapter 6 aims to: protect human, animal and plant life and health within the parties’ territories while enabling trade between them ensure the parties’ SPS measures do not create unjustified barriers to trade reinforce and build upon implementation of...

This Practice Note clarifies that a local housing authority (LHA) may allocate housing accommodation as it thinks suitable, reflecting the needs of the local community, set out within a published allocation plan. When an application is submitted, it must be examined and a determination reached by applying the published allocation criteria. An applicant is entitled to seek a review of refusals and to be told the outcome on review together with the reasons for it. It also identifies when a challenge is governed by statute, and when it ought to be brought by judicial review. Applications for housing—decisions An LHA is required to assess every application for the allocation of accommodation made in line with the procedural requirements of its allocation scheme. So long as it is evident that proper consideration has been given, the court is unlikely to disturb the LHA’s approach. In R (on the application of Heaney) v Lambeth Borough Council, Collins J rejected the claim for judicial review on the basis that the LHA’s...

1 By this power of attorney dated [ insert date ] I, [ insert name of director ] of [ insert address of director ], being a director of [ insert company name ] (incorporated in [England and Wales] under registered number [ insert company number ]) (the Company), appoint every other director of the Company, severally, as my true and lawful attorney (each an Attorney). Each Attorney may, on my behalf and in my name or in the Attorney's name, carry out all acts, deeds and matters, and may negotiate, approve, agree to, sign, execute and deliver any deeds, contracts, agreements, documents, undertakings and assurances which, in my personal capacity or in my capacity as a director of the Company [ or any of its subsidiaries (as appropriate) ], are necessary or required, or which the board of directors of the Company or any committee thereof (the Board) considers desirable, for or in connection with: 1.1 the proposed offer to be made by the Company for...

Insert the following as new definitions (if not already included) in the articles of association of the relevant company: A Ordinary Shares — refers to the A ordinary shares of [ insert amount ] each comprised within the share capital of the Company; Available Profits — signifies profits that are distributable as construed under the Companies Act; B Ordinary Shares — denotes the B ordinary shares of [ insert amount ] apiece forming part of the Company’s capital; Issue Price — indicates the price at which the relevant Share is allotted, being the combined total of amounts paid or treated as paid in respect of its nominal value together with any share premium applicable; Preference Dividend — means the dividend payable in accordance with Article [ insert number of article dealing with company dividend payments ]; Preference ...

To: [ name of offeror ] (the Company) and its other directors [ name of financial adviser ] (the Bank ) Proposed takeover offer for [ insert name of offeree ] (the Offeree ) I, the undersigned, being a director of the Company, acknowledge that, in relation to the offer [ to be ] made by the Company for [ all ] the issued [ and to be issued ] [ ordinary ] [ and preference ] share capital of the Offeree [ (such offer to be implemented by means of a scheme of arrangement ( Scheme ) of the Company) ] (the [ Offer OR Acquisition ]): [ the Company may issue or publish, or procure the issue or publication of (amongst other things): [ a document sent to shareholders of the Offeree, setting out information regarding the Offer, including complete details of its terms and conditions...